SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Trower Alexandra C.

(Last) (First) (Middle)
THE ESTEE LAUDER COMPANIES INC.
767 FIFTH AVENUE

(Street)
NEW YORK NY 10153

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ESTEE LAUDER COMPANIES INC [ EL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP - Global Communications
3. Date of Earliest Transaction (Month/Day/Year)
08/16/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/16/2012 S 2,035 D $61.3 13,661 D
Class A Common Stock 08/16/2012 S 1,721 D $61.31 11,940 D
Class A Common Stock 08/16/2012 S 200 D $61.32 11,740 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy) $17 01/01/2011 (1) 09/02/2019 Class A Common Stock 21,668 (1) 21,668 (1) D
Option (right to buy) $29.04 01/01/2012 (2) 09/02/2020 Class A Common Stock 50,448 (2) 50,448 (2) D
Option (right to buy) $49.09 01/01/2013 (3) 09/01/2021 Class A Common Stock 46,032 (3) 46,032 (3) D
Restricted Stock Units (Share Payout) (4) (5) (5) Class A Common Stock 21,686 (5) 21,686 (5) D
Explanation of Responses:
1. Stock Options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 21,666 shares exercisable from and after January 1, 2011; 21,666 shares exercisable from and after January 1, 2012; 21,668 shares exercisable from and after January 1, 2013. This option was previously reported as covering 10,833 shares exercisable from and after January 1, 2011; 10,833 shares exercisable from and after January 1, 2012; 10,834 shares exercisable from and after January 1, 2013 at an exercise price of $34.00 per share, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012.
2. Stock Options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 25,222 shares exercisable from and after January 1, 2012; 25,224 shares exercisable from and after January 1, 2013; 25,224 shares exercisable from and after January 1, 2014. This option was previously reported as covering 12,611 shares exercisable from and after January 1, 2012; 12,612 shares exercisable from and after January 1, 2013; 12,612 shares exercisable from and after January 1, 2014 at an exercise price of $58.08 per share, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012.
3. Stock Options granted pursuant to Fiscal 2002 Share Incentive Plan in respect of 15,344 shares exercisable from and after January 1, 2013; 15,344 shares exercisable from and after January 1, 2014; 15,344 shares exercisable from and after January 1, 2015. This option was previously reported as covering 7,672 shares exercisable from and after January 1, 2013; 7,672 shares exercisable from and after January 1, 2014; and 7,672 shares exercisable from and after January 1, 2015 at an exercise price of $98.17 per share, but has been adjusted in this report to reflect the stock split that occurred on January 20, 2012.
4. Not applicable. Restricted Stock Units vest and are paid out in shares of Class A Common Stock on a one-to-one basis on the applicable vesting date.
5. These Restricted Stock Units are from the grants dated September 2, 2009, September 1, 2010 and September 1, 2011, which will vest and be paid out as follows: 11,196 on October 31, 2012, 7,432 on October 31, 2013 and 3,058 on October 31, 2014. These Restricted Stock Units were previously reported as paying out as follows: 5,598 on October 31, 2012, 3,716 on October 31, 2013 and 1,529 on October 31, 2014, but have been adjusted in this report to reflect the stock split that occurred on January 20, 2012.
Remarks:
Alexandra C. Trower, by Spencer G. Smul, attorney-in-fact 08/20/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.